|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
36-1063330
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
1415 West 22nd Street,
Oak Brook, Illinois
|
|
60523
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
Page
|
||
Item 1.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
Item 1.
|
Financial Statements (Unaudited).
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions, except per share data)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
172.3
|
|
|
$
|
205.4
|
|
|
$
|
345.1
|
|
|
$
|
401.9
|
|
Cost of sales
|
127.3
|
|
|
144.7
|
|
|
252.7
|
|
|
286.3
|
|
||||
Gross profit
|
45.0
|
|
|
60.7
|
|
|
92.4
|
|
|
115.6
|
|
||||
Selling, engineering, general and administrative expenses
|
30.3
|
|
|
31.1
|
|
|
59.9
|
|
|
61.5
|
|
||||
Acquisition and integration related expenses
|
0.4
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
Restructuring
|
—
|
|
|
0.4
|
|
|
1.2
|
|
|
0.4
|
|
||||
Operating income
|
14.3
|
|
|
29.2
|
|
|
30.4
|
|
|
53.7
|
|
||||
Interest expense
|
0.4
|
|
|
0.6
|
|
|
0.8
|
|
|
1.2
|
|
||||
Debt settlement charges
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Other (income) expense, net
|
(0.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
1.2
|
|
||||
Income from continuing operations before income taxes
|
14.2
|
|
|
28.6
|
|
|
30.3
|
|
|
51.3
|
|
||||
Income tax expense
|
(4.8
|
)
|
|
(10.4
|
)
|
|
(10.5
|
)
|
|
(18.7
|
)
|
||||
Income from continuing operations
|
9.4
|
|
|
18.2
|
|
|
19.8
|
|
|
32.6
|
|
||||
(Loss) gain from discontinued operations and disposal, net of income tax (benefit) expense of $(0.3), $(0.1), $4.1 and $0.0, respectively
|
(0.3
|
)
|
|
0.1
|
|
|
2.9
|
|
|
0.6
|
|
||||
Net income
|
$
|
9.1
|
|
|
$
|
18.3
|
|
|
$
|
22.7
|
|
|
$
|
33.2
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.16
|
|
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.52
|
|
(Loss) gain from discontinued operations and disposal, net of tax
|
(0.01
|
)
|
|
—
|
|
|
0.05
|
|
|
0.01
|
|
||||
Net earnings per share
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.51
|
|
(Loss) gain from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
0.05
|
|
|
0.01
|
|
||||
Net earnings per share
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.37
|
|
|
$
|
0.52
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
60.1
|
|
|
62.6
|
|
|
61.1
|
|
|
62.5
|
|
||||
Diluted
|
60.9
|
|
|
63.6
|
|
|
61.9
|
|
|
63.5
|
|
||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
9.1
|
|
|
$
|
18.3
|
|
|
$
|
22.7
|
|
|
$
|
33.2
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
(3.1
|
)
|
|
4.6
|
|
|
6.0
|
|
|
(7.3
|
)
|
||||
Change in unrecognized net actuarial losses related to pension benefit plans, net of income tax expense of $0.7, $0.4, $1.5 and $1.3, respectively
|
2.0
|
|
|
0.3
|
|
|
3.8
|
|
|
2.2
|
|
||||
Change in unrealized net gain on derivatives, net of income tax
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Total other comprehensive (loss) income
|
(1.1
|
)
|
|
4.9
|
|
|
9.7
|
|
|
(5.1
|
)
|
||||
Comprehensive income
|
$
|
8.0
|
|
|
$
|
23.2
|
|
|
$
|
32.4
|
|
|
$
|
28.1
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
(in millions, except per share data)
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
38.7
|
|
|
$
|
76.0
|
|
Accounts receivable, net of allowances for doubtful accounts of $1.1 and $0.8, respectively
|
82.5
|
|
|
73.0
|
|
||
Inventories
|
119.5
|
|
|
87.2
|
|
||
Prepaid expenses and other current assets
|
13.0
|
|
|
15.1
|
|
||
Current assets of discontinued operations
|
—
|
|
|
63.8
|
|
||
Total current assets
|
253.7
|
|
|
315.1
|
|
||
Properties and equipment, net of accumulated depreciation of $102.6 and $100.2, respectively
|
46.2
|
|
|
45.0
|
|
||
Rental equipment, net of accumulated depreciation of $4.2 and $2.6, respectively
|
90.1
|
|
|
7.9
|
|
||
Goodwill
|
236.2
|
|
|
231.6
|
|
||
Intangible assets, net of accumulated amortization of $0.4 and $0.4, respectively
|
12.2
|
|
|
0.2
|
|
||
Deferred tax assets
|
6.4
|
|
|
20.1
|
|
||
Deferred charges and other assets
|
4.1
|
|
|
3.3
|
|
||
Long-term assets of discontinued operations
|
2.4
|
|
|
43.3
|
|
||
Total assets
|
$
|
651.3
|
|
|
$
|
666.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term borrowings and capital lease obligations
|
$
|
0.6
|
|
|
$
|
0.4
|
|
Accounts payable
|
40.9
|
|
|
38.0
|
|
||
Customer deposits
|
5.9
|
|
|
3.7
|
|
||
Accrued liabilities:
|
|
|
|
||||
Compensation and withholding taxes
|
12.9
|
|
|
18.6
|
|
||
Other current liabilities
|
30.9
|
|
|
27.9
|
|
||
Current liabilities of discontinued operations
|
3.9
|
|
|
28.6
|
|
||
Total current liabilities
|
95.1
|
|
|
117.2
|
|
||
Long-term borrowings and capital lease obligations
|
66.3
|
|
|
43.7
|
|
||
Long-term pension and other postretirement benefit liabilities
|
50.7
|
|
|
55.2
|
|
||
Deferred gain
|
11.7
|
|
|
12.6
|
|
||
Other long-term liabilities
|
28.0
|
|
|
16.9
|
|
||
Long-term liabilities of discontinued operations
|
3.5
|
|
|
15.3
|
|
||
Total liabilities
|
255.3
|
|
|
260.9
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $1 par value per share, 90.0 shares authorized, 65.3 and 64.8 shares issued, respectively
|
65.3
|
|
|
64.8
|
|
||
Capital in excess of par value
|
197.4
|
|
|
195.6
|
|
||
Retained earnings
|
289.0
|
|
|
274.9
|
|
||
Treasury stock, at cost, 5.4 and 2.6 shares, respectively
|
(76.6
|
)
|
|
(40.9
|
)
|
||
Accumulated other comprehensive loss
|
(79.1
|
)
|
|
(88.8
|
)
|
||
Total stockholders’ equity
|
396.0
|
|
|
405.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
651.3
|
|
|
$
|
666.5
|
|
|
Six Months Ended
June 30, |
||||||
(in millions)
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
22.7
|
|
|
$
|
33.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Gain from discontinued operations and disposal
|
(2.9
|
)
|
|
(0.6
|
)
|
||
Depreciation and amortization
|
7.2
|
|
|
6.2
|
|
||
Deferred financing costs
|
0.5
|
|
|
0.2
|
|
||
Deferred gain
|
(0.9
|
)
|
|
(1.0
|
)
|
||
Stock-based compensation expense
|
2.2
|
|
|
3.1
|
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(0.3
|
)
|
||
Pension expense, net of funding
|
(2.2
|
)
|
|
(2.2
|
)
|
||
Deferred income taxes
|
7.0
|
|
|
14.6
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and discontinued operations
|
(29.7
|
)
|
|
(22.4
|
)
|
||
Net cash provided by continuing operating activities
|
3.9
|
|
|
30.8
|
|
||
Net cash provided by (used for) discontinued operating activities
|
1.3
|
|
|
(3.4
|
)
|
||
Net cash provided by operating activities
|
5.2
|
|
|
27.4
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of properties and equipment
|
(3.6
|
)
|
|
(5.1
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(102.6
|
)
|
|
—
|
|
||
Other, net
|
(0.5
|
)
|
|
0.1
|
|
||
Net cash used for continuing investing activities
|
(106.7
|
)
|
|
(5.0
|
)
|
||
Net cash provided by (used for) discontinued investing activities
|
88.0
|
|
|
(0.5
|
)
|
||
Net cash used for investing activities
|
(18.7
|
)
|
|
(5.5
|
)
|
||
Financing activities:
|
|
|
|
||||
Increase in revolving lines of credit, net
|
64.8
|
|
|
—
|
|
||
Payments on long-term borrowings
|
(43.4
|
)
|
|
(1.4
|
)
|
||
Payments of debt financing fees
|
(1.1
|
)
|
|
—
|
|
||
Purchases of treasury stock
|
(33.1
|
)
|
|
(5.0
|
)
|
||
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation
|
(2.6
|
)
|
|
(2.9
|
)
|
||
Cash dividends paid to stockholders
|
(8.6
|
)
|
|
(7.5
|
)
|
||
Proceeds from stock-based compensation activity
|
0.2
|
|
|
0.4
|
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
0.3
|
|
||
Other, net
|
(0.4
|
)
|
|
(0.3
|
)
|
||
Net cash used for continuing financing activities
|
(24.2
|
)
|
|
(16.4
|
)
|
||
Net cash provided by discontinued financing activities
|
0.7
|
|
|
—
|
|
||
Net cash used for financing activities
|
(23.5
|
)
|
|
(16.4
|
)
|
||
Effects of foreign exchange rate changes on cash and cash equivalents
|
(0.3
|
)
|
|
—
|
|
||
(Decrease) increase in cash and cash equivalents
|
(37.3
|
)
|
|
5.5
|
|
||
Cash and cash equivalents at beginning of year
|
76.0
|
|
|
30.4
|
|
||
Cash and cash equivalents at end of period
|
38.7
|
|
|
35.9
|
|
||
Less: Cash and cash equivalents of discontinued operations at end of period
|
—
|
|
|
(2.5
|
)
|
||
Cash and cash equivalents of continuing operations at end of period
|
$
|
38.7
|
|
|
$
|
33.4
|
|
(in millions)
|
Common
Stock
|
|
Capital in
Excess of
Par
Value
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||
Balance at January 1, 2016
|
$
|
64.8
|
|
|
$
|
195.6
|
|
|
$
|
274.9
|
|
|
$
|
(40.9
|
)
|
|
$
|
(88.8
|
)
|
|
$
|
405.6
|
|
Net income
|
|
|
|
|
22.7
|
|
|
|
|
|
|
22.7
|
|
||||||||||
Total other comprehensive income
|
|
|
|
|
|
|
|
|
9.7
|
|
|
9.7
|
|
||||||||||
Cash dividends declared
|
|
|
|
|
(8.6
|
)
|
|
|
|
|
|
(8.6
|
)
|
||||||||||
Stock-based payments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
|
|
1.7
|
|
|
|
|
|
|
|
|
1.7
|
|
||||||||||
Stock option exercises and other
|
0.1
|
|
|
0.5
|
|
|
|
|
(0.2
|
)
|
|
|
|
0.4
|
|
||||||||
Performance share unit transactions
|
0.4
|
|
|
(0.4
|
)
|
|
|
|
(2.4
|
)
|
|
|
|
(2.4
|
)
|
||||||||
Stock repurchase program
|
|
|
|
|
|
|
(33.1
|
)
|
|
|
|
(33.1
|
)
|
||||||||||
Balance at June 30, 2016
|
$
|
65.3
|
|
|
$
|
197.4
|
|
|
$
|
289.0
|
|
|
$
|
(76.6
|
)
|
|
$
|
(79.1
|
)
|
|
$
|
396.0
|
|
(in millions)
|
Common
Stock
|
|
Capital in
Excess of
Par
Value
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||
Balance at January 1, 2015
|
$
|
64.2
|
|
|
$
|
187.0
|
|
|
$
|
227.0
|
|
|
$
|
(27.1
|
)
|
|
$
|
(79.5
|
)
|
|
$
|
371.6
|
|
Net income
|
|
|
|
|
33.2
|
|
|
|
|
|
|
33.2
|
|
||||||||||
Total other comprehensive loss
|
|
|
|
|
|
|
|
|
(5.1
|
)
|
|
(5.1
|
)
|
||||||||||
Cash dividends declared
|
|
|
|
|
(7.5
|
)
|
|
|
|
|
|
(7.5
|
)
|
||||||||||
Stock-based payments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
|
|
2.7
|
|
|
|
|
|
|
|
|
2.7
|
|
||||||||||
Stock option exercises and other
|
|
|
1.0
|
|
|
|
|
|
|
|
|
1.0
|
|
||||||||||
Performance share unit transactions
|
0.5
|
|
|
(0.5
|
)
|
|
|
|
(2.9
|
)
|
|
|
|
(2.9
|
)
|
||||||||
Stock repurchase program
|
|
|
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
||||||||||
Balance at June 30, 2015
|
$
|
64.7
|
|
|
$
|
190.2
|
|
|
$
|
252.7
|
|
|
$
|
(35.0
|
)
|
|
$
|
(84.6
|
)
|
|
$
|
388.0
|
|
(in millions)
|
|
||
Purchase price, inclusive of preliminary working capital adjustment
(a)
|
$
|
96.6
|
|
Estimated fair value of additional consideration
(b)
|
10.3
|
|
|
Settlement of pre-existing contractual relationship
(c)
|
11.4
|
|
|
Total consideration
|
118.3
|
|
|
|
|
||
Accounts receivable
|
12.2
|
|
|
Inventories
|
29.2
|
|
|
Prepaid expenses and other current assets
|
0.8
|
|
|
Rental equipment
|
75.9
|
|
|
Properties and equipment
|
2.0
|
|
|
Intangible assets
(d)
|
9.9
|
|
|
Capital lease obligations
|
(0.5
|
)
|
|
Accounts payable
(c)
|
(11.5
|
)
|
|
Customer deposits
|
(0.8
|
)
|
|
Accrued liabilities
|
(2.0
|
)
|
|
Net assets acquired
|
115.2
|
|
|
|
|
||
Goodwill
(e)
|
$
|
3.1
|
|
(a)
|
The initial purchase price was funded with existing cash on hand and borrowings under the Company’s revolving credit facility.
|
(b)
|
Includes estimated fair value of contingent earn-out payment (
$4.9 million
) and the deferred payment (
$5.4 million
) as of the acquisition date. Included as a component of
Other long-term liabilities
on the Condensed Consolidated Balance Sheet. See Note
14
– Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.
|
(c)
|
Represents the non-cash settlement of accounts receivable due from JJE to the Company as of the acquisition date. Corresponding amount payable by JJE to the Company is not included in accounts payable assumed in the table above, and the amount was settled at fair value with no impact on the Condensed Consolidated Statement of Operations.
|
(d)
|
Represents the preliminary fair value assigned to the JJE trade name, which is considered to be an indefinite-lived intangible asset.
|
(e)
|
All expected to be deductible for tax purposes.
|
(in millions)
|
June 30,
2016 |
|
December 31,
2015 |
||||
Finished goods
|
$
|
75.2
|
|
|
$
|
45.2
|
|
Raw materials
|
36.1
|
|
|
35.3
|
|
||
Work in progress
|
8.2
|
|
|
6.7
|
|
||
Total inventories
|
$
|
119.5
|
|
|
$
|
87.2
|
|
(in millions)
|
Environmental
Solutions
|
|
Safety & Security
Systems
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
120.4
|
|
|
$
|
111.2
|
|
|
$
|
231.6
|
|
Translation adjustments
|
(0.2
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Acquisitions
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|||
Balance at June 30, 2016
|
$
|
124.9
|
|
|
$
|
111.3
|
|
|
$
|
236.2
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(in millions)
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
(a)
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other
(a)
|
1.1
|
|
|
(0.4
|
)
|
|
0.7
|
|
|
0.6
|
|
|
(0.4
|
)
|
|
0.2
|
|
||||||
Total definite-lived intangible assets
|
1.9
|
|
|
(0.4
|
)
|
|
1.5
|
|
|
0.6
|
|
|
(0.4
|
)
|
|
0.2
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade name
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total indefinite-lived intangible assets
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible assets
|
$
|
12.6
|
|
|
$
|
(0.4
|
)
|
|
$
|
12.2
|
|
|
$
|
0.6
|
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
(a)
|
Average useful life of customer relationships and other definite-lived intangible assets is estimated at
10 years
.
|
(in millions)
|
June 30,
2016 |
|
December 31, 2015
|
||||
2016 Credit Agreement:
|
|
|
|
||||
Revolving credit facility
|
$
|
65.8
|
|
|
$
|
—
|
|
2013 Credit Agreement:
|
|
|
|
||||
Term loan
|
—
|
|
|
43.4
|
|
||
Capital lease obligations
|
1.1
|
|
|
0.7
|
|
||
Total long-term borrowings and capital lease obligations, including current portion
|
66.9
|
|
|
44.1
|
|
||
Less: Current capital lease obligations
|
0.6
|
|
|
0.4
|
|
||
Total long-term borrowings and capital lease obligations, net
|
$
|
66.3
|
|
|
$
|
43.7
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
(in millions)
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Long-term borrowings
(a)
|
$
|
66.9
|
|
|
$
|
66.9
|
|
|
$
|
44.1
|
|
|
$
|
44.1
|
|
(a)
|
Long-term borrowings includes current portions of long-term debt and current portions of capital lease obligations of
$0.6 million
and
$0.4 million
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
|
U.S. Benefit Plan
|
|
Non-U.S. Benefit Plan
|
||||||||||||||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
1.9
|
|
|
1.9
|
|
|
3.9
|
|
|
3.8
|
|
|
0.5
|
|
|
0.5
|
|
|
1.0
|
|
|
1.0
|
|
||||||
Amortization of actuarial loss
|
1.4
|
|
|
1.8
|
|
|
2.8
|
|
|
3.4
|
|
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|
0.4
|
|
||||||
Expected return on plan assets
|
(2.6
|
)
|
|
(2.6
|
)
|
|
(5.2
|
)
|
|
(5.1
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(1.3
|
)
|
|
(1.4
|
)
|
||||||
Net postretirement pension expense
|
$
|
0.7
|
|
|
$
|
1.1
|
|
|
1.5
|
|
|
2.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
(in millions)
|
2016
|
|
2015
|
||||
Balance at January 1
|
$
|
7.4
|
|
|
$
|
7.7
|
|
Provisions to expense
|
2.8
|
|
|
3.3
|
|
||
Payments
|
(3.0
|
)
|
|
(3.2
|
)
|
||
Balance at June 30
|
$
|
7.2
|
|
|
$
|
7.8
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions, except per share data)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income from continuing operations
|
$
|
9.4
|
|
|
$
|
18.2
|
|
|
$
|
19.8
|
|
|
$
|
32.6
|
|
(Loss) gain from discontinued operations and disposal, net of tax
|
(0.3
|
)
|
|
0.1
|
|
|
2.9
|
|
|
0.6
|
|
||||
Net income
|
$
|
9.1
|
|
|
$
|
18.3
|
|
|
$
|
22.7
|
|
|
$
|
33.2
|
|
Weighted average shares outstanding – Basic
|
60.1
|
|
|
62.6
|
|
|
61.1
|
|
|
62.5
|
|
||||
Dilutive effect of common stock equivalents
|
0.8
|
|
|
1.0
|
|
|
0.8
|
|
|
1.0
|
|
||||
Weighted average shares outstanding – Diluted
|
60.9
|
|
|
63.6
|
|
|
$
|
61.9
|
|
|
$
|
63.5
|
|
||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.16
|
|
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.52
|
|
(Loss) gain from discontinued operations and disposal, net of tax
|
(0.01
|
)
|
|
—
|
|
|
0.05
|
|
|
0.01
|
|
||||
Net earnings per share
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.51
|
|
(Loss) gain from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
0.05
|
|
|
0.01
|
|
||||
Net earnings per share
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.37
|
|
|
$
|
0.52
|
|
(in millions)
(a)
|
Actuarial Losses
(b)
|
|
Foreign
Currency Translation (c) |
|
Unrealized
Gain on Derivatives |
|
Total
|
||||||||
Balance at April 1, 2016
|
$
|
(73.8
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
—
|
|
|
$
|
(78.0
|
)
|
Other comprehensive income (loss) before reclassifications
|
1.0
|
|
|
(2.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
1.0
|
|
|
(0.3
|
)
|
|
—
|
|
|
0.7
|
|
||||
Net current-period other comprehensive income (loss)
|
2.0
|
|
|
(3.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||
Balance at June 30, 2016
|
$
|
(71.8
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
—
|
|
|
$
|
(79.1
|
)
|
(in millions)
(a)
|
Actuarial Losses
|
|
Foreign
Currency Translation |
|
Unrealized
Gain on Derivatives |
|
Total
|
||||||||
Balance at April 1, 2015
|
$
|
(77.9
|
)
|
|
$
|
(11.7
|
)
|
|
$
|
0.1
|
|
|
$
|
(89.5
|
)
|
Other comprehensive income (loss) before reclassifications
|
(1.0
|
)
|
|
4.6
|
|
|
—
|
|
|
3.6
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||
Net current-period other comprehensive income
|
0.3
|
|
|
4.6
|
|
|
—
|
|
|
4.9
|
|
||||
Balance at June 30, 2015
|
$
|
(77.6
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
0.1
|
|
|
$
|
(84.6
|
)
|
(in millions)
(a)
|
Actuarial Losses
(b)
|
|
Foreign
Currency Translation (c) |
|
Unrealized
Gain on Derivatives |
|
Total
|
||||||||
Balance at January 1, 2016
|
$
|
(75.6
|
)
|
|
$
|
(13.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(88.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
1.4
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
2.4
|
|
|
7.4
|
|
|
(0.1
|
)
|
|
9.7
|
|
||||
Net current-period other comprehensive income (loss)
|
3.8
|
|
|
6.0
|
|
|
(0.1
|
)
|
|
9.7
|
|
||||
Balance at June 30, 2016
|
$
|
(71.8
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
—
|
|
|
$
|
(79.1
|
)
|
(in millions)
(a)
|
Actuarial Losses
|
|
Foreign
Currency Translation |
|
Unrealized
Gain on Derivatives |
|
Total
|
||||||||
Balance at January 1, 2015
|
$
|
(79.8
|
)
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
(79.5
|
)
|
Other comprehensive loss before reclassifications
|
(0.2
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
(7.5
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Net current-period other comprehensive income (loss)
|
2.2
|
|
|
(7.3
|
)
|
|
—
|
|
|
(5.1
|
)
|
||||
Balance at June 30, 2015
|
$
|
(77.6
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
0.1
|
|
|
$
|
(84.6
|
)
|
(a)
|
Amounts in parenthesis indicate debits.
|
(b)
|
In connection with the sale of Bronto, the Company recognized an actuarial loss of
$0.4 million
attributable to Bronto’s defined benefit plan and included it in the calculation of the associated gain on disposal in the
six months ended June 30, 2016
.
|
(c)
|
The Company recognized a foreign currency gain of
$0.3 million
and a foreign currency translation loss of
$7.4 million
in the
three and six months ended
June 30, 2016
, respectively, in connection with the sale of Bronto. The recognition of the translation gain (loss), which represented the cumulative translation effects attributable to the Fire Rescue Group, was included in Gain (loss) from discontinued operations and disposal for the applicable period.
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in Condensed Consolidated Statements of Operations
(a)
|
||||||
|
2016
|
|
2015
|
|
||||||
|
|
(in millions)
(b)
|
|
|
||||||
Amortization of actuarial losses of defined benefit pension plans
|
|
$
|
(1.5
|
)
|
|
$
|
(2.0
|
)
|
|
(c)
|
Total before tax
|
|
(1.5
|
)
|
|
(2.0
|
)
|
|
|
||
Income tax benefit
|
|
0.5
|
|
|
0.7
|
|
|
Income tax expense
|
||
Total reclassifications for the period, net of tax
|
|
$
|
(1.0
|
)
|
|
$
|
(1.3
|
)
|
|
|
(a)
|
Continuing operations only.
|
(b)
|
Amount in parenthesis indicate debits to profit/loss.
|
(c)
|
The actuarial loss components of
Accumulated other comprehensive loss
are included in the computation of net periodic pension cost for the
three months ended June 30, 2016
and
2015
, as disclosed in Note
7
– Pensions.
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in Condensed Consolidated Statements of Operations
(a)
|
||||||
|
2016
|
|
2015
|
|
||||||
|
|
(in millions)
(b)
|
|
|
||||||
Amortization of actuarial losses of defined benefit pension plans
|
|
$
|
(3.1
|
)
|
|
$
|
(3.8
|
)
|
|
(c)
|
Recognition of deferred gain on interest rate swap
|
|
0.1
|
|
|
—
|
|
|
Other (income) expense, net
|
||
Total before tax
|
|
(3.0
|
)
|
|
(3.8
|
)
|
|
|
||
Income tax benefit
|
|
1.0
|
|
|
1.4
|
|
|
Income tax expense
|
||
Total reclassifications for the period, net of tax
|
|
$
|
(2.0
|
)
|
|
$
|
(2.4
|
)
|
|
|
(a)
|
Continuing operations only.
|
(b)
|
Amount in parenthesis indicate debits to profit/loss.
|
(c)
|
The actuarial loss components of
Accumulated other comprehensive loss
are included in the computation of net periodic pension cost for the
six months ended June 30, 2016
and
2015
, as disclosed in Note
7
– Pensions.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Environmental Solutions
|
$
|
119.4
|
|
|
$
|
146.6
|
|
|
$
|
234.8
|
|
|
$
|
286.8
|
|
Safety and Security Systems
|
52.9
|
|
|
58.8
|
|
|
110.3
|
|
|
115.1
|
|
||||
Total net sales
|
$
|
172.3
|
|
|
$
|
205.4
|
|
|
$
|
345.1
|
|
|
$
|
401.9
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Environmental Solutions
|
$
|
14.9
|
|
|
$
|
29.2
|
|
|
$
|
31.4
|
|
|
$
|
53.1
|
|
Safety and Security Systems
|
6.6
|
|
|
7.3
|
|
|
11.5
|
|
|
13.9
|
|
||||
Corporate and eliminations
|
(7.2
|
)
|
|
(7.3
|
)
|
|
(12.5
|
)
|
|
(13.3
|
)
|
||||
Total operating income
|
14.3
|
|
|
29.2
|
|
|
30.4
|
|
|
53.7
|
|
||||
Interest expense
|
0.4
|
|
|
0.6
|
|
|
0.8
|
|
|
1.2
|
|
||||
Debt settlement charges
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Other (income) expense, net
|
(0.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
1.2
|
|
||||
Income from continuing operations before income taxes
|
$
|
14.2
|
|
|
$
|
28.6
|
|
|
$
|
30.3
|
|
|
$
|
51.3
|
|
(in millions)
|
As of
June 30, 2016 |
|
As of December 31, 2015
|
||||
Total assets:
|
|
|
|
||||
Environmental Solutions
|
$
|
396.1
|
|
|
$
|
250.6
|
|
Safety and Security Systems
|
208.3
|
|
|
209.6
|
|
||
Corporate and eliminations
|
44.5
|
|
|
99.2
|
|
||
Total assets of continuing operations
|
648.9
|
|
|
559.4
|
|
||
Total assets of discontinued operations
|
2.4
|
|
|
107.1
|
|
||
Total assets
|
$
|
651.3
|
|
|
$
|
666.5
|
|
|
2016
|
|
2015
|
||||
Balance at January 1
|
$
|
—
|
|
|
$
|
—
|
|
Charge to expense
|
1.2
|
|
|
—
|
|
||
Cash payments
|
(0.2
|
)
|
|
—
|
|
||
Balance at March 31
|
$
|
1.0
|
|
|
$
|
—
|
|
Charge to expense
|
—
|
|
|
0.4
|
|
||
Cash payments
|
(0.8
|
)
|
|
(0.1
|
)
|
||
Balance at June 30
|
$
|
0.2
|
|
|
$
|
0.3
|
|
•
|
Level 1 — quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 — observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and
|
•
|
Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||||
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.3
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
5.0
|
|
(in millions)
|
Six Months Ended June 30, 2016
|
||
Contingent consideration liability at January 1
|
$
|
—
|
|
Issuance of contingent consideration in connection with acquisitions
|
4.9
|
|
|
Settlements of contingent consideration liabilities
|
—
|
|
|
Foreign currency translation
|
0.1
|
|
|
Total losses (gains) included in earnings
(a)
|
—
|
|
|
Contingent consideration liability at June 30
|
$
|
5.0
|
|
(a)
|
Changes in the fair value of contingent consideration liabilities subsequent to the finalization of the purchase price allocation, if any, would be included as a component of Acquisition and integration related expenses within the Condensed Consolidated Statements of Operations.
|
|
Three Months Ended
June 30, 2015 |
|
Six Months Ended
June 30, |
||||||||
(in millions)
|
|
2016
(a)
|
|
2015
|
|||||||
Net sales
|
$
|
25.4
|
|
|
$
|
4.2
|
|
|
$
|
50.5
|
|
Cost of sales
|
20.4
|
|
|
3.9
|
|
|
41.2
|
|
|||
Gross profit
|
5.0
|
|
|
0.3
|
|
|
9.3
|
|
|||
Selling, engineering, general and administrative expenses
|
5.0
|
|
|
1.1
|
|
|
9.0
|
|
|||
Operating (loss) income
|
—
|
|
|
(0.8
|
)
|
|
0.3
|
|
|||
Other expense (income), net
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|||
(Loss) income before income taxes
|
(0.1
|
)
|
|
(0.8
|
)
|
|
0.5
|
|
|||
Income tax benefit
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Net income (loss) from operations
|
$
|
0.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
0.6
|
|
(a)
|
Only includes activity in the period up to the completion of the sale on
January 29, 2016
.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(in millions)
|
Fire Rescue
|
|
Other
|
|
Total
|
|
Fire Rescue
|
|
Other
|
|
Total
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
40.4
|
|
|
—
|
|
|
40.4
|
|
||||||
Prepaid expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Current assets of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.8
|
|
|
$
|
—
|
|
|
$
|
63.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Properties and equipment, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.4
|
|
|
$
|
—
|
|
|
$
|
13.4
|
|
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
28.3
|
|
|
—
|
|
|
28.3
|
|
||||||
Deferred tax assets
|
0.7
|
|
|
1.7
|
|
|
2.4
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
||||||
Long-term assets of discontinued operations
|
$
|
0.7
|
|
|
$
|
1.7
|
|
|
$
|
2.4
|
|
|
$
|
41.7
|
|
|
$
|
1.6
|
|
|
$
|
43.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
Customer deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Compensation and withholding taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
||||||
Other current liabilities
|
1.5
|
|
|
2.4
|
|
|
3.9
|
|
|
4.0
|
|
|
2.4
|
|
|
6.4
|
|
||||||
Current liabilities of discontinued operations
|
$
|
1.5
|
|
|
$
|
2.4
|
|
|
$
|
3.9
|
|
|
$
|
26.2
|
|
|
$
|
2.4
|
|
|
$
|
28.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term pension and other post-retirement benefit liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Other long-term liabilities
|
0.7
|
|
|
2.8
|
|
|
3.5
|
|
|
5.5
|
|
|
9.1
|
|
|
14.6
|
|
||||||
Long-term liabilities of discontinued operations
|
$
|
0.7
|
|
|
$
|
2.8
|
|
|
$
|
3.5
|
|
|
$
|
6.2
|
|
|
$
|
9.1
|
|
|
$
|
15.3
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions, except per share data)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
Net sales
|
$
|
172.3
|
|
|
$
|
205.4
|
|
|
$
|
(33.1
|
)
|
|
$
|
345.1
|
|
|
$
|
401.9
|
|
|
$
|
(56.8
|
)
|
Cost of sales
|
127.3
|
|
|
144.7
|
|
|
(17.4
|
)
|
|
252.7
|
|
|
286.3
|
|
|
(33.6
|
)
|
||||||
Gross profit
|
45.0
|
|
|
60.7
|
|
|
(15.7
|
)
|
|
92.4
|
|
|
115.6
|
|
|
(23.2
|
)
|
||||||
Selling, engineering, general and administrative expenses
|
30.3
|
|
|
31.1
|
|
|
(0.8
|
)
|
|
59.9
|
|
|
61.5
|
|
|
(1.6
|
)
|
||||||
Acquisition and integration related expenses
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||
Restructuring
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
1.2
|
|
|
0.4
|
|
|
0.8
|
|
||||||
Operating income
|
14.3
|
|
|
29.2
|
|
|
(14.9
|
)
|
|
30.4
|
|
|
53.7
|
|
|
(23.3
|
)
|
||||||
Interest expense
|
0.4
|
|
|
0.6
|
|
|
(0.2
|
)
|
|
0.8
|
|
|
1.2
|
|
|
(0.4
|
)
|
||||||
Debt settlement charges
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
Other (income) expense, net
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|
1.2
|
|
|
(2.2
|
)
|
||||||
Income from continuing operations before income taxes
|
14.2
|
|
|
28.6
|
|
|
(14.4
|
)
|
|
30.3
|
|
|
51.3
|
|
|
(21.0
|
)
|
||||||
Income tax expense
|
(4.8
|
)
|
|
(10.4
|
)
|
|
5.6
|
|
|
(10.5
|
)
|
|
(18.7
|
)
|
|
8.2
|
|
||||||
Income from continuing operations
|
9.4
|
|
|
18.2
|
|
|
(8.8
|
)
|
|
19.8
|
|
|
32.6
|
|
|
(12.8
|
)
|
||||||
(Loss) gain from discontinued operations and disposal, net of tax
|
(0.3
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|
2.9
|
|
|
0.6
|
|
|
2.3
|
|
||||||
Net income
|
$
|
9.1
|
|
|
$
|
18.3
|
|
|
$
|
(9.2
|
)
|
|
$
|
22.7
|
|
|
$
|
33.2
|
|
|
$
|
(10.5
|
)
|
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
8.3
|
%
|
|
14.2
|
%
|
|
(5.9
|
)%
|
|
8.8
|
%
|
|
13.4
|
%
|
|
(4.6
|
)%
|
||||||
Diluted earnings per share – Continuing operations
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.32
|
|
|
$
|
0.51
|
|
|
$
|
(0.19
|
)
|
Total orders
|
187.3
|
|
|
174.6
|
|
|
12.7
|
|
|
323.0
|
|
|
338.6
|
|
|
(15.6
|
)
|
||||||
Backlog
|
149.8
|
|
|
190.9
|
|
|
(41.1
|
)
|
|
149.8
|
|
|
190.9
|
|
|
(41.1
|
)
|
||||||
Depreciation and amortization
|
4.2
|
|
|
3.2
|
|
|
1.0
|
|
|
7.2
|
|
|
6.2
|
|
|
1.0
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
Net sales
|
$
|
119.4
|
|
|
$
|
146.6
|
|
|
$
|
(27.2
|
)
|
|
$
|
234.8
|
|
|
$
|
286.8
|
|
|
$
|
(52.0
|
)
|
Operating income
|
14.9
|
|
|
29.2
|
|
|
(14.3
|
)
|
|
31.4
|
|
|
53.1
|
|
|
(21.7
|
)
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
12.5
|
%
|
|
19.9
|
%
|
|
(7.4
|
)%
|
|
13.4
|
%
|
|
18.5
|
%
|
|
(5.1
|
)%
|
||||||
Total orders
|
$
|
135.3
|
|
|
$
|
114.2
|
|
|
$
|
21.1
|
|
|
$
|
218.5
|
|
|
$
|
220.5
|
|
|
$
|
(2.0
|
)
|
Backlog
|
117.0
|
|
|
152.0
|
|
|
(35.0
|
)
|
|
117.0
|
|
|
152.0
|
|
|
(35.0
|
)
|
||||||
Depreciation and amortization
|
3.1
|
|
|
2.0
|
|
|
1.1
|
|
|
4.9
|
|
|
3.8
|
|
|
1.1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
Net sales
|
$
|
52.9
|
|
|
$
|
58.8
|
|
|
$
|
(5.9
|
)
|
|
$
|
110.3
|
|
|
$
|
115.1
|
|
|
$
|
(4.8
|
)
|
Operating income
|
6.6
|
|
|
7.3
|
|
|
(0.7
|
)
|
|
11.5
|
|
|
13.9
|
|
|
(2.4
|
)
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
12.5
|
%
|
|
12.4
|
%
|
|
0.1
|
%
|
|
10.4
|
%
|
|
12.1
|
%
|
|
(1.7
|
)%
|
||||||
Total orders
|
$
|
52.0
|
|
|
$
|
60.4
|
|
|
$
|
(8.4
|
)
|
|
$
|
104.5
|
|
|
$
|
118.1
|
|
|
$
|
(13.6
|
)
|
Backlog
|
32.8
|
|
|
38.9
|
|
|
(6.1
|
)
|
|
32.8
|
|
|
38.9
|
|
|
(6.1
|
)
|
||||||
Depreciation and amortization
|
1.1
|
|
|
1.2
|
|
|
(0.1
|
)
|
|
2.2
|
|
|
2.3
|
|
|
(0.1
|
)
|
|
Trailing Twelve
Months Ending June 30, |
||||||
(in millions)
|
2016
|
|
2015
|
||||
Total debt
|
$
|
66.9
|
|
|
$
|
48.6
|
|
|
|
|
|
||||
Income from continuing operations
|
53.0
|
|
|
67.5
|
|
||
Add:
|
|
|
|
||||
Interest expense
|
1.9
|
|
|
2.9
|
|
||
Debt settlement charges
|
0.3
|
|
|
—
|
|
||
Acquisition and integration related expenses
|
0.9
|
|
|
—
|
|
||
Restructuring
|
1.2
|
|
|
0.5
|
|
||
Other (income) expense, net
|
(1.2
|
)
|
|
2.7
|
|
||
Income tax expense
|
25.9
|
|
|
31.6
|
|
||
Depreciation and amortization
|
13.3
|
|
|
12.1
|
|
||
Adjusted EBITDA
|
$
|
95.3
|
|
|
$
|
117.3
|
|
|
|
|
|
||||
Total debt to adjusted EBITDA ratio
|
0.7
|
|
|
0.4
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
(a) (b)
|
||||||
April 2016 (4/3/16 – 5/7/16)
|
|
847,874
|
|
|
$
|
13.1144
|
|
|
847,874
|
|
|
$
|
41,695,931
|
|
May 2016 (5/8/16 – 6/4/16)
|
|
440,072
|
|
|
12.8207
|
|
|
440,072
|
|
|
36,053,900
|
|
||
June 2016 (6/5/16 – 7/2/16)
|
|
805
|
|
|
12.2456
|
|
|
805
|
|
|
36,044,042
|
|
(a)
|
On April 22, 2014, the Board authorized a stock repurchase program of up to $15 million of the Company’s common stock. During the second quarter of 2015, cumulative stock repurchases under the April 2014 program reached the maximum authorized level of $15.0 million. No additional stock repurchases will be made under that program.
|
(b)
|
On November 4, 2014, the Board authorized an additional stock repurchase program of up to $75 million of the Company’s common stock.
|
Item 3.
|
Defaults upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
3.1
|
|
Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed April 30, 2010.
|
|
|
|
3.2
|
|
Amended and Restated By-laws of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed February 9, 2016.
|
|
|
|
10.1 *
|
|
Form of Nonqualified Stock Option Award Agreement
|
|
|
|
10.2 *
|
|
Form of Performance Share Unit Award Agreement – Non-U.S.
|
|
|
|
10.3 *
|
|
Form of Performance Share Unit Award Agreement – U.S.
|
|
|
|
10.4 *
|
|
Form of Restricted Stock Award Agreement – U.S.
|
|
|
|
10.5 *
|
|
Form of Restricted Stock Unit Award Agreement – Non-U.S.
|
|
|
|
10.6
|
|
Joint Issues and Reverse Earn Out Payment Agreement, dated as of June 3, 2016, by and among Federal
Signal Corporation, FST Canada Inc., Joe Johnson Equipment LLC, Vactor Manufacturing Inc., Joe Johnson
Equipment Inc., JJE Limited Partnership, Joe Johnson Equipment (USA) Inc., and the Shareholders of
Seller named therein. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed June 3, 2016.
|
|
|
|
31.1
|
|
CEO Certification under Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
31.2
|
|
CFO Certification under Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
32.1
|
|
CEO Certification of Periodic Report under Section 906 of the Sarbanes-Oxley Act.
|
|
|
|
32.2
|
|
CFO Certification of Periodic Report under Section 906 of the Sarbanes-Oxley Act.
|
|
|
|
99.1
|
|
Second Quarter Financial Results Press Release Dated July 28, 2016.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.
|
|
|
Federal Signal Corporation
|
|
|
|
Date:
|
July 28, 2016
|
/s/ Brian S. Cooper
|
|
|
Brian S. Cooper
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Federal Signal Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jennifer L. Sherman
|
|
Jennifer L. Sherman
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Federal Signal Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian S. Cooper
|
|
Brian S. Cooper
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o (d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Jennifer L. Sherman
|
|
Jennifer L. Sherman
|
|
President and Chief Executive Officer
|
|
(
Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o (d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Brian S. Cooper
|
|
Brian S. Cooper
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
|
|
•
|
GAAP earnings per share of
$0.15
for the quarter
|
•
|
Adjusted earnings per share of
$0.17
for the quarter
|
•
|
Completed acquisition of Joe Johnson Equipment (“JJE”)
|
•
|
Total reported orders of
$187 million
, up 38% compared to the first quarter of 2016 and
7%
compared to last year
|
◦
|
ESG orders, excluding the JJE acquisition impact, up 36% compared to the first quarter of 2016 and up 6% compared to last year
|
•
|
Returned $21.1 million to shareholders, the most in any quarter in nearly 15 years
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions, except per share data)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
172.3
|
|
|
$
|
205.4
|
|
|
$
|
345.1
|
|
|
$
|
401.9
|
|
Cost of sales
|
127.3
|
|
|
144.7
|
|
|
252.7
|
|
|
286.3
|
|
||||
Gross profit
|
45.0
|
|
|
60.7
|
|
|
92.4
|
|
|
115.6
|
|
||||
Selling, engineering, general and administrative expenses
|
30.3
|
|
|
31.1
|
|
|
59.9
|
|
|
61.5
|
|
||||
Acquisition and integration related expenses
|
0.4
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
Restructuring
|
—
|
|
|
0.4
|
|
|
1.2
|
|
|
0.4
|
|
||||
Operating income
|
14.3
|
|
|
29.2
|
|
|
30.4
|
|
|
53.7
|
|
||||
Interest expense
|
0.4
|
|
|
0.6
|
|
|
0.8
|
|
|
1.2
|
|
||||
Debt settlement charges
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Other (income) expense, net
|
(0.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
1.2
|
|
||||
Income from continuing operations before income taxes
|
14.2
|
|
|
28.6
|
|
|
30.3
|
|
|
51.3
|
|
||||
Income tax expense
|
(4.8
|
)
|
|
(10.4
|
)
|
|
(10.5
|
)
|
|
(18.7
|
)
|
||||
Income from continuing operations
|
9.4
|
|
|
18.2
|
|
|
19.8
|
|
|
32.6
|
|
||||
(Loss) gain from discontinued operations and disposal, net of income tax (benefit) expense of $(0.3), $(0.1), $4.1 and $0.0, respectively
|
(0.3
|
)
|
|
0.1
|
|
|
2.9
|
|
|
0.6
|
|
||||
Net income
|
$
|
9.1
|
|
|
$
|
18.3
|
|
|
$
|
22.7
|
|
|
$
|
33.2
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.16
|
|
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.52
|
|
(Loss) gain from discontinued operations and disposal, net of tax
|
(0.01
|
)
|
|
—
|
|
|
0.05
|
|
|
0.01
|
|
||||
Net earnings per share
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.51
|
|
(Loss) gain from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
0.05
|
|
|
0.01
|
|
||||
Net earnings per share
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.37
|
|
|
$
|
0.52
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
60.1
|
|
|
62.6
|
|
|
61.1
|
|
|
62.5
|
|
||||
Diluted
|
60.9
|
|
|
63.6
|
|
|
61.9
|
|
|
63.5
|
|
||||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
||||||||
Operating data:
|
|
|
|
|
|
|
|
||||||||
Operating margin
|
8.3
|
%
|
|
14.2
|
%
|
|
8.8
|
%
|
|
13.4
|
%
|
||||
Total orders
|
$
|
187.3
|
|
|
$
|
174.6
|
|
|
$
|
323.0
|
|
|
$
|
338.6
|
|
Backlog
|
149.8
|
|
|
190.9
|
|
|
149.8
|
|
|
190.9
|
|
||||
Depreciation and amortization
|
4.2
|
|
|
3.2
|
|
|
7.2
|
|
|
6.2
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
(in millions, except per share data)
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
38.7
|
|
|
$
|
76.0
|
|
Accounts receivable, net of allowances for doubtful accounts of $1.1 and $0.8, respectively
|
82.5
|
|
|
73.0
|
|
||
Inventories
|
119.5
|
|
|
87.2
|
|
||
Prepaid expenses and other current assets
|
13.0
|
|
|
15.1
|
|
||
Current assets of discontinued operations
|
—
|
|
|
63.8
|
|
||
Total current assets
|
253.7
|
|
|
315.1
|
|
||
Properties and equipment, net of accumulated depreciation of $102.6 and $100.2, respectively
|
46.2
|
|
|
45.0
|
|
||
Rental equipment, net of accumulated depreciation of $4.2 and $2.6, respectively
|
90.1
|
|
|
7.9
|
|
||
Goodwill
|
236.2
|
|
|
231.6
|
|
||
Intangible assets, net of accumulated amortization of $0.4 and $0.4, respectively
|
12.2
|
|
|
0.2
|
|
||
Deferred tax assets
|
6.4
|
|
|
20.1
|
|
||
Deferred charges and other assets
|
4.1
|
|
|
3.3
|
|
||
Long-term assets of discontinued operations
|
2.4
|
|
|
43.3
|
|
||
Total assets
|
$
|
651.3
|
|
|
$
|
666.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term borrowings and capital lease obligations
|
$
|
0.6
|
|
|
$
|
0.4
|
|
Accounts payable
|
40.9
|
|
|
38.0
|
|
||
Customer deposits
|
5.9
|
|
|
3.7
|
|
||
Accrued liabilities:
|
|
|
|
||||
Compensation and withholding taxes
|
12.9
|
|
|
18.6
|
|
||
Other current liabilities
|
30.9
|
|
|
27.9
|
|
||
Current liabilities of discontinued operations
|
3.9
|
|
|
28.6
|
|
||
Total current liabilities
|
95.1
|
|
|
117.2
|
|
||
Long-term borrowings and capital lease obligations
|
66.3
|
|
|
43.7
|
|
||
Long-term pension and other postretirement benefit liabilities
|
50.7
|
|
|
55.2
|
|
||
Deferred gain
|
11.7
|
|
|
12.6
|
|
||
Other long-term liabilities
|
28.0
|
|
|
16.9
|
|
||
Long-term liabilities of discontinued operations
|
3.5
|
|
|
15.3
|
|
||
Total liabilities
|
255.3
|
|
|
260.9
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $1 par value per share, 90.0 shares authorized, 65.3 and 64.8 shares issued, respectively
|
65.3
|
|
|
64.8
|
|
||
Capital in excess of par value
|
197.4
|
|
|
195.6
|
|
||
Retained earnings
|
289.0
|
|
|
274.9
|
|
||
Treasury stock, at cost, 5.4 and 2.6 shares, respectively
|
(76.6
|
)
|
|
(40.9
|
)
|
||
Accumulated other comprehensive loss
|
(79.1
|
)
|
|
(88.8
|
)
|
||
Total stockholders’ equity
|
396.0
|
|
|
405.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
651.3
|
|
|
$
|
666.5
|
|
|
Six Months Ended
June 30, |
||||||
(in millions)
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
22.7
|
|
|
$
|
33.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Gain from discontinued operations and disposal
|
(2.9
|
)
|
|
(0.6
|
)
|
||
Depreciation and amortization
|
7.2
|
|
|
6.2
|
|
||
Deferred financing costs
|
0.5
|
|
|
0.2
|
|
||
Deferred gain
|
(0.9
|
)
|
|
(1.0
|
)
|
||
Stock-based compensation expense
|
2.2
|
|
|
3.1
|
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(0.3
|
)
|
||
Pension expense, net of funding
|
(2.2
|
)
|
|
(2.2
|
)
|
||
Deferred income taxes
|
7.0
|
|
|
14.6
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and discontinued operations
|
(29.7
|
)
|
|
(22.4
|
)
|
||
Net cash provided by continuing operating activities
|
3.9
|
|
|
30.8
|
|
||
Net cash provided by (used for) discontinued operating activities
|
1.3
|
|
|
(3.4
|
)
|
||
Net cash provided by operating activities
|
5.2
|
|
|
27.4
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of properties and equipment
|
(3.6
|
)
|
|
(5.1
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(102.6
|
)
|
|
—
|
|
||
Other, net
|
(0.5
|
)
|
|
0.1
|
|
||
Net cash used for continuing investing activities
|
(106.7
|
)
|
|
(5.0
|
)
|
||
Net cash provided by (used for) discontinued investing activities
|
88.0
|
|
|
(0.5
|
)
|
||
Net cash used for investing activities
|
(18.7
|
)
|
|
(5.5
|
)
|
||
Financing activities:
|
|
|
|
||||
Increase in revolving lines of credit, net
|
64.8
|
|
|
—
|
|
||
Payments on long-term borrowings
|
(43.4
|
)
|
|
(1.4
|
)
|
||
Payments of debt financing fees
|
(1.1
|
)
|
|
—
|
|
||
Purchases of treasury stock
|
(33.1
|
)
|
|
(5.0
|
)
|
||
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation
|
(2.6
|
)
|
|
(2.9
|
)
|
||
Cash dividends paid to stockholders
|
(8.6
|
)
|
|
(7.5
|
)
|
||
Proceeds from stock-based compensation activity
|
0.2
|
|
|
0.4
|
|
||
Excess tax benefit from stock-based compensation
|
—
|
|
|
0.3
|
|
||
Other, net
|
(0.4
|
)
|
|
(0.3
|
)
|
||
Net cash used for continuing financing activities
|
(24.2
|
)
|
|
(16.4
|
)
|
||
Net cash provided by discontinued financing activities
|
0.7
|
|
|
—
|
|
||
Net cash used for financing activities
|
(23.5
|
)
|
|
(16.4
|
)
|
||
Effects of foreign exchange rate changes on cash and cash equivalents
|
(0.3
|
)
|
|
—
|
|
||
(Decrease) increase in cash and cash equivalents
|
(37.3
|
)
|
|
5.5
|
|
||
Cash and cash equivalents at beginning of year
|
76.0
|
|
|
30.4
|
|
||
Cash and cash equivalents at end of period
|
38.7
|
|
|
35.9
|
|
||
Less: Cash and cash equivalents of discontinued operations at end of period
|
—
|
|
|
(2.5
|
)
|
||
Cash and cash equivalents of continuing operations at end of period
|
$
|
38.7
|
|
|
$
|
33.4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
Net sales
|
$
|
119.4
|
|
|
$
|
146.6
|
|
|
$
|
(27.2
|
)
|
|
$
|
234.8
|
|
|
$
|
286.8
|
|
|
$
|
(52.0
|
)
|
Operating income
|
14.9
|
|
|
29.2
|
|
|
(14.3
|
)
|
|
31.4
|
|
|
53.1
|
|
|
(21.7
|
)
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
12.5
|
%
|
|
19.9
|
%
|
|
(7.4
|
)%
|
|
13.4
|
%
|
|
18.5
|
%
|
|
(5.1
|
)%
|
||||||
Total orders
|
$
|
135.3
|
|
|
$
|
114.2
|
|
|
$
|
21.1
|
|
|
$
|
218.5
|
|
|
$
|
220.5
|
|
|
$
|
(2.0
|
)
|
Backlog
|
117.0
|
|
|
152.0
|
|
|
(35.0
|
)
|
|
117.0
|
|
|
152.0
|
|
|
(35.0
|
)
|
||||||
Depreciation and amortization
|
3.1
|
|
|
2.0
|
|
|
1.1
|
|
|
4.9
|
|
|
3.8
|
|
|
1.1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||||
Net sales
|
$
|
52.9
|
|
|
$
|
58.8
|
|
|
$
|
(5.9
|
)
|
|
$
|
110.3
|
|
|
$
|
115.1
|
|
|
$
|
(4.8
|
)
|
Operating income
|
6.6
|
|
|
7.3
|
|
|
(0.7
|
)
|
|
11.5
|
|
|
13.9
|
|
|
(2.4
|
)
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
12.5
|
%
|
|
12.4
|
%
|
|
0.1
|
%
|
|
10.4
|
%
|
|
12.1
|
%
|
|
(1.7
|
)%
|
||||||
Total orders
|
$
|
52.0
|
|
|
$
|
60.4
|
|
|
$
|
(8.4
|
)
|
|
$
|
104.5
|
|
|
$
|
118.1
|
|
|
$
|
(13.6
|
)
|
Backlog
|
32.8
|
|
|
38.9
|
|
|
(6.1
|
)
|
|
32.8
|
|
|
38.9
|
|
|
(6.1
|
)
|
||||||
Depreciation and amortization
|
1.1
|
|
|
1.2
|
|
|
(0.1
|
)
|
|
2.2
|
|
|
2.3
|
|
|
(0.1
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income from continuing operations
|
$
|
9.4
|
|
|
$
|
18.2
|
|
|
$
|
19.8
|
|
|
$
|
32.6
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
4.8
|
|
|
10.4
|
|
|
10.5
|
|
|
18.7
|
|
||||
Income before income taxes
|
14.2
|
|
|
28.6
|
|
|
30.3
|
|
|
51.3
|
|
||||
Add (less):
|
|
|
|
|
|
|
|
||||||||
Restructuring
|
—
|
|
|
0.4
|
|
|
1.2
|
|
|
0.4
|
|
||||
Acquisition and integration related expenses
|
0.4
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
Purchase accounting effects
(a)
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Debt settlement charges
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Adjusted income before income taxes
|
15.1
|
|
|
29.0
|
|
|
33.2
|
|
|
51.7
|
|
||||
Adjusted income tax expense
(b)
|
(5.0
|
)
|
|
(10.5
|
)
|
|
(11.5
|
)
|
|
(18.8
|
)
|
||||
Adjusted net income from continuing operations
|
$
|
10.1
|
|
|
$
|
18.5
|
|
|
$
|
21.7
|
|
|
$
|
32.9
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(dollars per diluted share)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
EPS, as reported
|
$
|
0.15
|
|
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.51
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
0.08
|
|
|
0.16
|
|
|
0.17
|
|
|
0.29
|
|
||||
Income before income taxes
|
0.23
|
|
|
0.45
|
|
|
0.49
|
|
|
0.80
|
|
||||
Add (less):
|
|
|
|
|
|
|
|
||||||||
Restructuring
|
—
|
|
|
0.01
|
|
|
0.02
|
|
|
0.01
|
|
||||
Acquisition and integration related expenses
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Purchase accounting effects
(a)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Debt settlement charges
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Adjusted income before income taxes
|
0.25
|
|
|
0.46
|
|
|
0.54
|
|
|
0.81
|
|
||||
Adjusted income tax expense
(b)
|
(0.08
|
)
|
|
(0.17
|
)
|
|
(0.19
|
)
|
|
(0.29
|
)
|
||||
Adjusted EPS
|
$
|
0.17
|
|
|
$
|
0.29
|
|
|
$
|
0.35
|
|
|
$
|
0.52
|
|
(a)
|
Purchase accounting effects relate to adjustments to exclude the step-up in the valuation of JJE inventory that was sold subsequent to the acquisition in the
three and six months ended
June 30, 2016
, as well as to exclude the depreciation of the step-up in the valuation of the rental fleet acquired.
|
(b)
|
Adjusted income tax expense for the
three and six months ended
June 30, 2016
and
2015
was recomputed after excluding the impact of restructuring activity, acquisition and integration related expenses, purchase accounting effects and debt settlement charges, where applicable.
|
|
Trailing Twelve
Months Ending June 30, |
||||||
($ in millions)
|
2016
|
|
2015
|
||||
Total debt
|
$
|
66.9
|
|
|
$
|
48.6
|
|
|
|
|
|
||||
Income from continuing operations
|
53.0
|
|
|
67.5
|
|
||
Add:
|
|
|
|
||||
Interest expense
|
1.9
|
|
|
2.9
|
|
||
Debt settlement charges
|
0.3
|
|
|
—
|
|
||
Acquisition and integration related expenses
|
0.9
|
|
|
—
|
|
||
Restructuring
|
1.2
|
|
|
0.5
|
|
||
Other (income) expense, net
|
(1.2
|
)
|
|
2.7
|
|
||
Income tax expense
|
25.9
|
|
|
31.6
|
|
||
Depreciation and amortization
|
13.3
|
|
|
12.1
|
|
||
Adjusted EBITDA
|
$
|
95.3
|
|
|
$
|
117.3
|
|
|
|
|
|
||||
Total debt to adjusted EBITDA ratio
|
0.7
|
|
|
0.4
|
|